ALEXANDER & BALDWIN, INC.
                     1989 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


                                  AMENDMENT NO. 4



         The  Alexander & Baldwin,  Inc.  1989  Non-Employee  Director  Stock
Option Plan,  as  previously  amended (hereinafter the "Plan"), is hereby
further amended, effective as of October 26, 2006, as follows:

         1. Paragraph A.5 of the TERM AND CONDITIONS OF GRANT section of Article
II of the Plan is hereby amended in its entirety to read as follows:

                  5. Limited Transferability of Options. Each option outstanding
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         under the Plan on October 26, 2006 is hereby amended so that such
         option may be assigned in whole or in part during the optionee's
         lifetime to a revocable living trust established exclusively for the
         optionee or the optionee and his or her spouse, to the extent such
         assignment is in connection with the optionee's estate plan. The
         assigned portion may only be exercised by the person who acquires a
         proprietary interest in the option pursuant to the assignment. The
         terms applicable to the assigned portion shall be the same as those in
         effect for the option immediately prior to such assignment and shall be
         set forth in such documents to be executed by the assignee as the
         Corporation may deem appropriate. The optionee may also designate one
         or more persons as the beneficiary or beneficiaries of his or her
         outstanding options under the Plan, and those options shall, in
         accordance with such designation, automatically be transferred to such
         beneficiary or beneficiaries upon the optionee's death while holding
         those options. Such beneficiary or beneficiaries shall take the
         transferred options subject to all the terms and conditions of the
         applicable agreement evidencing each such transferred option, including
         (without limitation) the limited time period during which the option
         may be exercised following the optionee's death. Except for the limited
         transferability provided by the foregoing, an outstanding option under
         the Plan shall not be assignable or transferable and shall be
         exercisable only by the optionee during his or her lifetime.

         2. Except as modified by this Amendment, all the terms and provisions
of the Alexander & Baldwin, Inc. 1989 Non-Employee Director Stock Option Plan,
as previously amended, shall continue in full force and effect.

         IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this
Amendment to be executed on its behalf by its duly-authorized officers on this
26th day of October, 2006.

                                          ALEXANDER & BALDWIN, INC.

                                          By /s/ Nelson N. S. Chun
                                             Its Senior Vice President

                                          By /s/ Alyson J. Nakamura
                                             Its Secretary